Listen up, boys and girls. Hare Prof. Bunné is going to clue you in on What Is Really Important. (By the way, you all look so nice -- is it Picture Day today? No? You look this good every day? Wow!) The man in the bunny suit holds up his furry gray hands: "Okay! Everybody say 'con-ser-va-tion.' " He cocks a long ear, waits for it . . .

"Conservation!" sings out the gym full of pre-K through third-graders.

"It means to save!" the bunny exhorts, punching the air. "We must work together, boys and girls, and save this world! Everybody repeat after me: Turn it off, turn it out/Don't waste water from the spout . . . "

* * *

Soon the rows of kids at Patuxent Elementary School in Upper Marlboro are singing along and clapping, little shoulder blades bouncing under white uniform shirts. Inside the bunny suit, even with sweat streaking down his domed forehead, curling his white hair, the big man is having the most fun of all. Michael Cotter, founder of Blue Sky Puppet Theatre, is many things -- idea man, carpenter, quasi musician, actor, schlepper, number cruncher -- but at this particular moment, as Prof. Bunné, helming maybe the 4,000th production of "Lights Out on the Bunny Brothers," a show about saving the planet, he is what he loves best: the guy who can get hundreds of kids to laugh and take away his message.

He is also maybe the smartest/luckiest/pluckiest guy who ever rumbled into Berkeley by van in the '70s and had an epiphany in a haze of smoke. Everybody say, "self-ac-tu-al-iz-a-tion"! It means to be 61 and bouncing around as if you're 6, to have put three kids through college on what started out as a hippie-dreamer's lark and turned into a full-time career. As a puppeteer.

* * *

Who starts a puppet company and makes it work for 35 years?

That's how long Blue Sky has been operating, from the basement of Cotter's home in University Park. It's long enough to make quite the reunion party, held this past Saturday night at a nearby joint in College Park. A bunch of puppeteers, musicians, school principals and others involved with Blue Sky over the years gather to perform excerpts of favorite shows, to sing indelible songs complete with all the hand gestures, to marvel over the rod puppets -- furry bodies on long poles, with movable mouths and arms -- that still look lively after all these years. And they swap puppeteer war stories -- about kids puking, fire drills mid-show, getting sucker-punched by a homeless guy, and that day they tried out a show with a new ginormous monster puppet that sent the first few rows of children screaming out of the room.

Cotter, born and raised in the District, a graduate of Gonzaga High School, hadn't a clue what to do after college. He joined the Peace Corps, taught at a poor elementary school in Louisiana, did a little carpentry, started looking for something "unusual." Hey, it was the '70s, explains Cotter, a tall, slim man with a mischievously upturned nose set into the round, open face of a country doctor. "If you didn't do something alternative, there was something wrong with you." He piled into a van with a bunch of friends to tour the national parks, and eventually landed at the University of California at Berkeley. There, he came upon a street-theater performance by a San Francisco puppet troupe.

Cotter was 26, and he'd never seen a puppet show before. But somehow, he knew he'd found his calling.

The troupe had adapted Harry Nilsson's 1971 acid-influenced fable-turned-film "The Point!," about the only round-headed boy in a land where everyone else is pointy-headed. The puppet show "was sophisticated and it was perfectly ridiculous -- you know, a bunch of adults watching dolls," Cotter says. "And the fact that it was perfectly ridiculous made it wonderful." Cotter, an avid jazz fan, returned to D.C. with a vision of Miles Davis playing into a bank of computers and communicating with outer space through jazz. He thought it would work with puppets. "It was the first original idea I ever had," he says.

* * *

He hadn't studied theater or art; he'd never written a play. "I just knew I could do it," he says. He came up with a script, got his composer buddy Jeremy Young to write some songs (as Young still does today), and called on every artist and friend he could find to pitch in. On May 24, 1974, "The Blue Suede Zoo" premiered in the back room of a Hyattsville bar. Saxophonist Richie Cole performed in it, which gave the enterprise much-needed credibility. It was a big outfit at first -- an eight-piece band, five puppeteers, four backup singers, a modern dancer and someone to work the lights. On a good night, they'd make 20 bucks apiece.

Cotter named his troupe Blue Sky after looking out the window as he was brainstorming and seeing a blue sky. "It's true!" he says. "Man, you gotta come up with a better story than that," snorts Steve Hildebrand, overhearing Cotter backstage at Patuxent Elementary. At 38, Hildebrand has been a puppeteer with Cotter for 13 years, having first seen Blue Sky when he was a second-grader in Suitland.

From its financially enviable let's-get-the-gang-together origins, Blue Sky downsized into four people doing street shows and nightclubs, mostly political satire, and Cotter landed a day job teaching drama, art, dance and music at an elementary school. He ran into someone who was making good money traveling around doing little shows for schoolchildren, and Cotter was struck by Epiphany No. 2. "I was sick of the comedy clubs, the tight spaces and the drunks," he says. "And nothing beats hearing 350 kids roar with laughter." At this point he was married, with a toddler and a baby on the way, and he decided to give up adult theater and stick to schools, camps and birthday parties. Over the years, Blue Sky has also played at the Kennedy Center (for Jimmy Carter's inauguration, where an organizer told them minutes before they went on to cut the political jokes, which was basically the whole act), Wolf Trap and other highbrow places. But "my favorite place to perform is an elementary school in P.G. County, or an aftercare program," says Cotter. "It's like being rock stars."

* * *

Blue Sky has 15 shows in its active repertoire, but over the years it has had many more, as trends have come and gone. The big seller used to be "Building Bridges," about peaceful conflict resolution, but now the anti-bullying show is hotter, along with one that teaches math and one about healthy eating and exercise. There's almost no call for the drug-and-alcohol-abuse show that was big in the '80s. Self-esteem-building and goal-setting, apparently, are so last decade.

On a typical day, Cotter and Hildebrand will do four puppet shows in area schools while a second company does the same. Blue Sky's staff of seven performs about 1,000 shows a year, with an annual gross of about $400,000. "I just love these people. I love the message they have and the way they captivate the kids, and I love the way I can take what they do into the classroom," says Diane Privette, Patuxent's counselor. Blue Sky was her only arts performance this school year. The kids collected box tops to fund it. With school budgets pinched, Cotter says, business is down 25 percent from last year. But he's been making art and money from duct tape and plywood for decades, and he says he's not worried: "Something has always come through."

* * *

In short, it seems, what makes a puppet company work is a guy who doesn't know what the heck he's getting into but sallies along anyway. Sometimes you can plan a life, sometimes you can't, and sometimes -- perhaps the sweetest times -- you take inspiration as it comes. And you fall into something completely unexpected. Saturday night, the crowd of 100 or so regales itself with the unexpected -- the collected tales of puppetry pitfalls. But first, the warm-up: "I'm told this building was once a cow barn," Cotter announces into the mike, and, arms raised, he beckons to the audience like a choirmaster. "So, let's hear it: Moo-oo-oo . . . "

The hall echoes with deep, enthusiastic moos from the crowd.

What's it like to be in a cow barn full of puppeteers? It's loud. And giggly. There's lots of talk-back to whoever's at the mike. Puppeteers are festive people. Bumper stickers on their cars say things like, "The best things in life aren't things." Out on the lawn, Cotter's eldest daughter, Brianna Cayo Cotter, 27, is bouncing a former puppeteer's baby on her hip, talking about the rush of belting out "Born to Be Wild" years ago in the puppet van with one of her dad's longtime collaborators, Joe Pipik. Pipik, in flip-flops and a velvet beret emblazoned with stars and moons, catches up with Young, the composer, who's brought an old photo from when they all had more hair.

Back inside, the zinfandel is flowing and a sheet cake is disappearing as Cotter recalls the time he and Pipik learned When Not to Follow. A woman had hired them for her daughter's 16th birthday party at a tony brownstone in Georgetown, Cotter says, and the guests were a bunch of National Cathedral School girls, all pretending to be 6-year-olds, in baby-doll dresses and pigtails -- hence the puppet show. Pipik and Cotter started off as usual, singing a song out in front of the stage set up in the birthday girl's living room. Suddenly, "in comes this good-looking guy dressed up like a doctor; he turns on a boombox and goes into a striptease right in front of us," Cotter says. "He's down to a thong, and the mother is mortified." Turns out one of the girls had hired the guy herself. The stripper didn't bother the puppeteers as much as the context. The gimmick, after all, was that these girls were supposed to be 6-year-olds. "It was wrong. Wrong!" Cotter says.

Sometimes, the wise puppeteer has to edit on the fly. Cotter's wife, Judith Cayo Cotter, takes the mike and recounts the time she was in the middle of a show for a Seventh-day Adventist church program, and one of the church ladies asks her to take the Santa puppet out of the act and tell the kiddies that "Jesus is good." She grabs a walrus puppet and subs "Jesus Loves Me" for "Jingle Bells." Total pro. The rules of puppetry are simple. Know your audience. Hold your stick up high, and remember your lines. And be open to the moment, whether it brings a hurricane that threatens to uproot an outdoor stage, a preschooler who wanders back to play with the puppets, or the revelation that going your own way, making a living and having fun can happen in an unexpected place.

"I'm not a religious person," Michael Cotter says, "but I recognize that things happen along the lines of how they were supposed to happen. And when I needed something, it showed up."